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Exhibit 99-1
Contact: Kenneth Julian (Media) Eugene Truett (Analysts)
(717) 730-3683 (717) 975-5677
[email protected] [email protected]
FOR IMMEDIATE RELEASE
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HARSCO MOVES TO ACQUIRE SGB GROUP PLC,
ONE OF EUROPE'S LEADING PROVIDERS OF
ACCESS PRODUCTS AND SERVICES
HARRISBURG, PA (May 16, 2000) . . . Harsco Corporation (NYSE: HSC)
announced today that it has agreed with UK-based John Mowlem & Company plc that
Mowlem will, subject to obtaining its stockholders' approval, sell to Harsco its
entire holding in SGB Group plc, representing 51 percent of the outstanding
shares. SGB is one of Europe's largest suppliers of scaffolding, forming and
related access products and services. Harsco said it will launch a tender offer
to acquire all of the issued shares of SGB.
The total transaction would value SGB at (pound)188 million
(approximately $283 million) for 100 percent of the outstanding shares, or
(pound)2.50 (approximately $3.76) per share, plus the assumption of certain SGB
indebtedness, for a total consideration of (pound)222 million (approximately
$334 million). For the year ended 31 December 1999, SGB recorded sales of
(pound)283 million (approximately $426 million).
The proposed acquisition would be the largest in Harsco's history, and
will significantly advance Harsco's strategic growth in its services-related
businesses. Following the transaction, Harsco expects that services-related
revenues will account for approximately 60 percent of the company's total
revenues on a pro-forma basis.
Harsco plans to finance the acquisition through a bridge loan provided
by The Chase Manhattan Bank. Harsco plans to replace these borrowings with funds
from a forthcoming debt issue. Pending acceptance by at least 90 percent of
SGB's outstanding shares as well as certain other conditions and regulatory
approvals, the transaction is expected to close in the third quarter of 2000 and
be immediately accretive to Harsco's earnings.
SGB is the UK market leader in construction scaffolding and forming
equipment and services. The company operates from a 68-branch network in the UK
and has offices in 125 locations in 20 countries worldwide, including Europe,
North America, the Middle East, and the Asia Pacific region. SGB currently
employs approximately 4,000 people.
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Commenting on the announcement, Harsco Chairman and CEO Derek C.
Hathaway said, "Having reached agreement with Mowlem, SGB's majority
shareholder, we are hopeful that the Board of SGB will recommend what we
consider to be a fair offer for the business, and one which we believe is in the
interests of both shareholders and employees. A combination of our existing
Patent Construction Systems business, a North American market leader in access
equipment and services, with SGB, represents an opportunity to bring together
two of the world's foremost organizations in this industry, each of which holds
a significant position in their respective geographical markets. The resulting
entity would be capable of serving major customers on a global basis."
Harsco Corporation has scheduled a conference call for Tuesday, May 16
at 10:00 a.m. ET to discuss this new initiative and respond to questions from
the investment community. Interested parties may call in to 888-243-1681 if
dialing within North America, or 212-993-0201 from outside North America. The
conference call will also be broadcast live through Harsco Corporation's web
site, at www.harsco.com, and will subsequently be available for rebroadcast
following the call. Additionally, the conference call will be recorded and
available for rebroadcast by telephone from May 16 through May 23. Persons
interested in listening to the rebroadcast by telephone should call 800-633-8284
or 858-812-6440 and enter reservation number 15248248.
Harsco Corporation is a $1.7 billion multinational provider of services
and products serving strategic worldwide markets from more than 300 locations in
over 30 countries. Additional information about Harsco can be found at
www.harsco.com, or by fax at 800-758-5804, extension 396725.
Harsco notes that forward-looking statements in this announcement
involve risks and uncertainties. Actual results could differ materially from the
expectations or assumptions expressed or implied herein. Factors which could
affect actual results include changes in the worldwide business environment in
which the Company operates; changes in governmental laws and regulations,
including taxes; market and competitive changes, particularly in the steel
producing, industrial gas, and infrastructure industries which the Company
serves; and other factors listed from time to time in the Company's SEC reports.
The Company does not intend to update this information and disclaims any legal
liability to the contrary.
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